I. Name
This organization shall be known as the Regional Center for Independent Living, Incorporated, hereafter referred to as "the Corporation."
II. Purpose
The Corporation is formed and shall be operated exclusively as a consumer-controlled1 organization promoting equality for all persons with any type of disability. The Corporation will advocate for and facilitate the elimination of physical, legal, and attitudinal barriers in order to maximize the participation in society of all persons with disabilities.
III. Location
The administrative and principal office of the Corporation shall be located at such a place in the County of Monroe, State of New York, as the Board of Directors may determine.
IV. Membership
Section One - General Membership and Fees
(a) General membership shall be open to individuals and organizations who have complied with the membership requirements as set forth by the Board of Directors.
(b) The annual membership fee shall be determined by the Corporation in conjunction with and approved by the Board of Directors. The fee will be reflective of specific costs associated with membership and approved at its annual meeting. Dues may be waived at the discretion of the Board in cases of hardship. Service to the organization may be substituted for monetary payment.
Section Two - Membership Meetings
(a) An Annual Membership Meeting shall be held at a time determined by the Board after the close of the fiscal period.
(b) Special meetings of the membership may be called at any time by the Chair of the Board. Five (5) members of the Board of Directors also may unite to call a special meeting. This action cannot be vetoed by the Chair of the Board. A special meeting must be called by the Chair of the Board if there is written request from twenty percent (20%) of the membership or twenty (20) members, whichever is less.
(c) All meetings of the membership will be held at a place designated by the Board, convenient to the members, on a bus line, and compliant with the Americans with Disabilities Act.
(d) At every meeting of the membership of the Corporation, each member shall be entitled to one vote. All elections shall be decided by a majority vote (51%) of the members.
(1) Any member in good standing shall be entitled to nominate from the floor any other member in good standing for any open position.
(2) Each member shall be entitled to cast his/her vote in person.
(3) Each member shall be entitled to cast a vote by mailing the official written ballot, the envelope of which must bear the member's signature, to the Secretary. To be counted, mailed ballots must be delivered to the Secretary of the Board twenty-four (24) hours prior to the meeting during which the vote will take place. All instructions for voting will be included on the official ballot.
(4) A quorum for meetings of the membership shall consist of either twenty (20) members, of which no more than ten (10) shall be represented by mail ballot, or twenty percent (20%) of total membership, whichever is less.
(e) If a quorum is not reached, the Annual Meeting is void and a new meeting must be called within 30 days.
Section Three - Notification of Meetings
Written notice of the time, place and purpose of each Annual or Special Meeting shall be given to each member not less than seven (7), nor more than twenty-one (21) days before that meeting.
V. Board of Directors
Section One - Responsibility and Authority
The Board of Directors is responsible for the policy making and strategic vision of the Corporation, its programs and its facilities. The Board of Directors’ responsibilities include approving program development and overseeing the quality of program execution. The Board of Directors is also responsible for the Corporation’s financial affairs, its funding streams, advocacy and community relations. The Board of Directors shall provide the general management and supervision of the President/Chief Executive Officer as found in Article VII of the By-laws, while delegating full responsibility and authority for implementation of Board policies and Strategic Vision to the President/Chief Executive Officer.
Section Two - Number and Qualifications of Directors
(a) The Board of Directors shall consist of not less than eight (8) nor more than twenty-one (21) members.
(b) As used in these By-laws, "entire Board of Directors" means the total number of Directors entitled to vote, if there were no vacancies.
(c) A minimum of fifty-one percent (51%) of the Board must be individuals with disabilities.
(d) Each Director shall be a member in good standing, as defined in Article IV Section 1(b).
(e) Each Director shall be at least eighteen (18) years of age.
(f) Each Director shall be committed to uphold the purposes, philosophy, and policies of the Corporation.
(g) Each Director shall have the willingness and ability to devote necessary time to Board activities, including participating on at least one committee throughout his/her term.
Section Three - Election and Term of Directors
(a) At each Annual Membership Meeting, Directors shall be elected to open positions on the Board, each for a term of three (3) years. Board members shall take office immediately upon election.
(b) Vacancies occurring in the Board of Directors for any reason shall be filled by vote of a majority of Directors then in office who are in attendance at the regular board meeting that calls for a vote (assuming a quorum has been reached). Directors elected to fill vacancies shall serve until the end of the vacated term.
(c) The Chair of the Nominating Committee of the Board shall present for consideration the names of nominees to fill all new and vacant positions, for each type of election, within one hundred twenty (120) days of vacancy, or thirty (30) days before the Annual election, whichever is less.
(d) Elected board members shall serve for terms of three (3) years and shall remain on the Board until the election of their successor, except as provided for filling vacancies and as provided for in IV, Section 4 of the by-laws. No Board member shall serve more than ten (10) consecutive years on the Board but may return to the Board after an absence of one (1) year. Elected board members shall take office immediately upon their election.
(e) A Director may request a leave of absence from participation in Board activities for up to three (3) months. The Director on leave may not vote at Board meetings. The leave may be extended if approved by the Board. The acceptance of this leave or extension must be stated in the minutes. Upon return, the Director cannot dispute actions taken on behalf of the Corporation during his/her absence.
Section Four - Resignations and Removal of Directors
(a) Any Director may resign at any time by giving written notice to the Chair of the Board or to the Secretary. Such a resignation shall take effect at the time specified therein or, if no time is specified, upon delivery.
(b) A Director may be removed for cause by (three-quarters) vote (75%) of entire Board of Directors at a legal meeting (i.e., there is a quorum).
(c) A Board member's term could be terminated if he/she has unexcused absences in excess of three (3) meetings in one (1) fiscal year.
(d) Any Director who is to be removed shall be entitled to at least five (5)-days' notice in writing, by mail, of the meeting of the Board of Directors at which such removal is to be voted upon. Said Director is entitled to appear before and be heard by the Board of Directors at such meeting.
Section Five - Action by the Board of Directors
(a) Each Director shall have one vote.
(b) An act of the Board of Directors is defined as a majority vote taken at a meeting of the Board at which a quorum (as defined in Section 6) is present.
(c) Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of the Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the Directors' written consents shall be filed with the minutes of the Board.
(d) Any one or more Directors may participate in a meeting of the Board of Directors by means of communications assistance or equipment, allowing all persons to participate simultaneously in the meeting. Participation by such means shall constitute presence in person at a meeting.
Section Six - Quorum
A majority (51%) of the members of the Board, excluding leave of absence and vacant positions, shall constitute a quorum for the transaction of business at any regular meeting.
Section Seven - Meetings of the Board
(a) The Board of Directors shall hold its meetings at the principal office of the Corporation or at such other location as the Board of Directors may from time to time determine. All locations will be fully accessible.
(b) The Board of Directors shall hold a minimum of six (6) meetings annually and such other meetings as it shall determine are appropriate and necessary. The meetings shall be held at a regular time most convenient to the Board members. Written notification of the date, time and location of each meeting, as well as an agenda, shall be sent to each Board member not less than seven (7) days before the meeting. Written meeting change notices must be sent to each board member not less than seven (7) days before the affected meeting.
(c) Special meetings of the Board may be called at any time by the Chair of the Board. Four (4) members of the Board of Directors may also unite to call a special meeting. This request for a special meeting cannot be vetoed by the Chair of the Board. Written notification to all Board members of the special meeting shall be the responsibility of the Director calling the meeting.
(d) At each meeting of the Board of Directors, the Chair of the Board, or, in the absence of the Chair of the Board, the Vice Chair of the Board, shall preside. In the absence of either of such officers, a chair chosen by a majority of the Directors present shall preside. The Secretary shall act as secretary of the Board of Directors. In the event the Secretary is absent from any meeting of the Board of Directors, the meeting shall select its secretary.
Section Eight - Compensation
Directors may be reimbursed for expenses which have been pre-approved by the Board of Directors and reasonably incurred by them in the performance of their duties. [Reference Article IX Conflict of Interest]
VI. Officers
Section One - Number and Qualifications:
(a) The officers of the Corporation shall be a Chair of the Board, Vice Chair of the Board, Secretary, Treasurer, and such other officers as the Board of Directors may determine. The Chair of the Board, Vice Chair of the Board, Secretary, and Treasurer shall be elected from among the Directors by the general membership participating at the Annual Membership Meeting. No two (2) offices may be held simultaneously by the same person.
(b) The Chair of the Board and Vice Chair of the Board must each be a person with a disability. The Treasurer must have a working knowledge of accounting and budgeting.
(c) In order to be elected to an office, an individual must have served at least one (1) year as a member of the Board of Directors.
Section Two - Term of Office
The term of office of each officer shall be for two (2) years. The Chair of the Board and Secretary are elected in the same year. The Vice Chair of the Board and Treasurer are elected in alternate years. At no time should all officer terms expire at the same time. No officer may serve more than two (2) two-year terms in any given office. Unless re-elected, the terms of office shall expire when a Director’s term on the Board expires.
Section Three - Removal of Officers
Any officer may be removed using the same procedures as used for removing Directors. [Article V Section 4(b)]
Section Four - Resignation
Any officer may resign at any time by giving written notice to the Board of Directors or to the Chair of the Board. Any such resignation shall take effect at the time specified therein, or, if no time is specified, upon delivery.
Section Five - Vacancies
A vacancy in any office shall be filled by a vote of the Board of Directors. Vacancies are filled for the remainder of the departing officer's term.
Section Six - Chair of the Board
The Chair of the Board shall supervise and manage all affairs of the Corporation subject to the control of the Board of Directors. The Chair of the Board shall preside at the general membership meeting(s). At each Annual Meeting, the Chair of the Board shall present a written report on the activities of the Corporation during the previous year. A written copy of said report must be given to the Secretary for the Corporation's files. The Chair of the Board shall be responsible for preparation of an agenda for all Executive Committee meetings and meetings of the Board of Directors and shall circulate that agenda to Board members not less than seven (7) days prior to the meeting. The Chair of the Board shall preside at all meetings of the Board of Directors at which the Chair of the Board is present. The Chair of the Board shall be an ex-officio member of all committees except Nominating. The Chair of the Board shall be responsible for ensuring that the Executive Committee or other designated committee evaluates the President/Chief Executive Officer annually. The Chair of the Board shall also perform such other duties as may be assigned from time to time by the Board.
Section Seven - Vice Chair of the Board
If the Chair of the Board is incapacitated or absent, the Vice Chair of the Board shall perform the duties and exercise the powers of the Chair of the Board. The Board from time to time may extend or confine such powers and duties, or assign them to others. The Vice Chair of the Board shall have such powers and shall perform such other duties as may be assigned by the Board of Directors or the Chair of the Board.
Section Eight - Secretary
The Secretary shall keep a correct and permanent record of the proceedings of each meeting of the Board, including a list of all subjects referred to standing and special committees. The Secretary shall furnish to any member of the Board, upon request of such member, any information desired regarding the official action of the Board. The Secretary shall notify all members of all planned meetings. The Secretary shall be responsible for assuring that all official papers, records, and documents of the Corporation not belonging to the jurisdiction of any committee or other officer are maintained by the Corporation in an appropriate manner.
Section Nine - Treasurer
The Treasurer shall, subject to the authority of the Board, the Executive Committee, and the Finance Committee, supervise the financial affairs and procedures of the Corporation. The Treasurer shall make a financial report at each meeting of the Board of Directors, which will be included in the minutes of that meeting. The Treasurer also will make such other reports as may from time to time be required by the Executive Committee or the Board of Directors. The Treasurer may delegate this responsibility to an employee of the Corporation.
Within six (6) months after the end of the fiscal year, the Treasurer shall present at a regular meeting of the Board of Directors a report certified by a firm of independent public accountants. Such report shall detail the assets and liabilities of the Corporation, the principal changes in assets and liabilities, the revenue or receipts of the Corporation, [both unrestricted and the expenses or disbursements of the Corporation, for both general and restricted purposes, during that fiscal year.] The auditing firm shall not include an officer or employee of the corporation. This report, following acceptance by the Board, shall be filed with the minutes of the Board of Directors.
VII. Committees of the Board
Section One - Committees of the Board
(a) The Board of Directors shall annually appoint standing committees. These committees shall include the Executive Committee, Finance Committee, Human Resources Committee, Nominating Committee, Program Assessment Committee, and Public Policy Committee. These committees shall have the membership, powers, and duties as set forth in these By-laws.
(b) The Board may appoint from its members such other ad hoc committees as it may deem appropriate.
(c) Any one or more members of the Committee may participate in a meeting of the Committee by means of a communications assistance or equipment, allowing all persons to participate simultaneously in the meeting. Participation by such means shall constitute presence in person at a meeting. A Committee may take action without a meeting if all members of the Committee consent in writing and the action is within the authorized activities of the Committee.
(d) Committee chairs must be Directors.
(e) All committees are subject to the authority of the Board of Directors. The resolution and the members’ written consents shall be filed with the minutes of the Committee. The Board shall be informed in writing of any actions taken by the Committee not less than seven (7) days before the next scheduled Board meeting. In the event that a meeting meets within fourteen (14) days of a Board meeting, the Committee will present a report on its activity to the Board at the following scheduled Board meeting.
Section Two - Committee Composition and Function:
(a) Executive Committee. The Executive Committee shall consist of the Chair of the Board (who shall be Chairperson of the Executive Committee), Vice Chair of the Board, Secretary, and Treasurer. Additional members may be assigned to participate on the Executive Committee subject to Board approval. The majority (51%) of the members of the Executive Committee must be Directors with disabilities. The Executive Committee is responsible for the business and affairs of the Corporation between meetings of the Board of Directors, except as limited by law and in these By-laws.
(1) The Executive Committee is responsible for overseeing long-range planning for the organization. [Reference Article V Section 1]
(2) A majority (51%) of the members of the Executive Committee, excluding leave and vacant positions, shall constitute a quorum for transaction of business at a meeting. The Board shall be informed in writing of any actions taken by the Executive Committee not less than seven (7) days before the next scheduled Board meeting. In the event that a committee meeting meets within fourteen (14) days of a Board meeting, the committee will present a report on its activity to the Board at the following scheduled Board meeting. The actions of the Executive Committee shall be deemed ratified by the Board following presentation of the Committee's minutes and/or written report unless the Board adopts a resolution overruling or modifying the Executive Committee's action. The Chair of the Board may vote only to break a tie. [Reference Article V Section 7(c)]
(b) Finance Committee: The Treasurer shall be the chair of the Committee. The Committee shall have general supervision of the financial affairs and methods of the Corporation.
(c) Human Resources Committee: The Committee shall review and oversee the personnel policies and practices of the Corporation and shall recommend the compensation structure for general job titles of the Corporation. The Committee will hear employee related grievances in accordance with Corporation policy and procedures.
(d) Nominating Committee: The Committee shall present nominees for election as Directors at the Annual Meeting of the Corporation and, between Annual Meetings, shall present nominees to the Board for election to fill vacancies on the Board. The Committee shall develop ongoing training for new and existing Directors.
(1) The Nominating Committee will bring all candidates to the attention of the Board of Directors for interim appointments and the formation of the slate for the Annual Meeting.
(2) The Board of Directors makes the final determination on the slate for the Annual Meeting and the interim appointments.
(e) Program Assessment Committee: The Committee shall oversee work plan development and performance, mindful of compliance with the core services of the Independent Living movement. The committee also analyzes consumer satisfaction surveys.
(f) Public Policy Committee: The Committee shall review public policy issues, including proposed laws and regulations in an effort to formulate position statements and/or advocacy strategies, mindful of compliance with the core services of the Independent Living movement.
Section Three - Tenure of Members of Committees
Each committee of the Board and of the Corporation, and every member thereof, shall serve at the discretion of the Board. The Board will review committee composition annually.
VIII. President/Chief Executive Officer
Section One - Responsibilities
(a) The President/Chief Executive Officer will have the executive authority and overall responsibility for the operation of the Corporation. The President/Chief Executive Officer shall be responsible for implementation of Board policies and the day-to-day operation of the center. The President/Chief Executive Officer will report directly to the Board of Directors.
(b) All other persons employed at the center shall report, either directly or indirectly, to the President/Chief Executive Officer.
(c) The President/Chief Executive Officer shall be responsible for the keeping of records of the center and for providing such reports and other information about the center to the Board as the Board may require.
(d) The President/Chief Executive Officer, or assigned representative, shall attend all meetings of the Board of Directors. The President/Chief Executive Officer will provide oral and written reports to the Board of Directors regarding the operations of the Corporation.
(e) The President/Chief Executive Officer may be invited to be an ex-officio member of any Board committee.
Section Two - Qualifications
The President/Chief Executive Officer shall be an individual whose training and experience are related to the services of Independent Living Centers, appointed by the Board of Directors.
Section Three - Hiring
In case of the absence, incapacity, resignation, or death of the President/Chief Executive Officer, the Board of Directors shall appoint a qualified Acting President/Chief Executive Officer to serve for such time as the Board may determine. The Board of Directors shall have complete authority to appoint and discharge the President/Chief Executive Officer and any acting Administrator.
Section Four - Evaluation
The President/Chief Executive Officer will be evaluated annually by the Executive Committee. The evaluation will be based on performance. The evaluation will be a summation of input by other Directors.
IX. Conflict of Interest
Conflict of Interest of Board members of the Corporation shall be governed by the policies and procedures set forth in the Conflict-of-Interest Policies of the Corporation. The Conflict-of-Interest Policies will be reviewed and amended as necessary at least every two (2) years and/or whenever appropriate. Changes to Conflict-of-Interest Policies will be with a two-thirds vote of the Board of Directors. The current version of the Conflict-of -Interest Policy is attached hereto and made a part hereof. It is subject to change as enumerated ARTICLE IX and, when changed according to the procedures in ARTICLE IX, shall continue to be attached and made a part of these By-laws.
X. Books and Records
There shall be kept at the administrative office of the Corporation for the length of time as, and, to the extent required by applicable federal and state regulations:
(1) Correct and complete books and records of the accounts of the Corporation.
(2) Minutes of the proceedings of the Board of Directors, the committees of the Board and Corporation.
(3) A current list of the Directors and Officers of the Corporation and their residence addresses.
(4) A copy of the Certificate of Incorporation of the Corporation, together with all amendments thereto and a copy of these Bylaws; and
(5) Copies of such other documents as the Internal Revenue Service, or any other relevant authority, may require the Corporation to retain on file in the administrative offices or to make available at its principal place of business for public inspection.
XI. Rules of Order
Except for where otherwise provided herein, all meetings of the Corporation shall be conducted in accordance with Roberts Rules of Order.
XII. Non-Discrimination
The members, officers, directors, committee members, employees and persons served by this Corporation shall be selected entirely on a non-discriminatory basis with respect to age, sex, race, disability, religion, marital and familial status, affectional orientation, national origin and as otherwise determined by law.
XIII. Fiscal Year
The fiscal year of the Corporation shall commence on October 1 in each calendar year and shall end on September 30.
XIV. Indemnification
The Corporation, by virtue of Section 722 of the Not-for-Profit Corporation Law of New York State or any subsequent or equivalent legislation, shall indemnify any person made part to an action by or in the rights of the Corporation to procure a judgment in its favor by reason of the fact that he/she, his/her testator, or intestate, is or was a Director or Officer of the Corporation, against reasonable expenses, including attorneys' fees, actually and necessarily incurred by him/her in connection with an appeal therein, except in relation to matters as to which such Director or officer is adjudged to have breached his/her duty under Section 717 of the Not-for-Profit Corporation Law. Such indemnification shall in no case include amounts paid in settling or otherwise disposing of a threatened action, or pending action with or without court approval, or expenses incurred in defending a threatened action, or pending action which is settled or disposed of without court approval.
The Corporation, by virtue of Section 723 of the Not-for-Profit Corporation Law, shall indemnify any person made or threatened to be made, a party to an act in or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of the Corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust or other enterprise, which any Director or Officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that his/her testator, or intestate, was a Director, or officer of the Corporation or served such other corporation, partnership, joint venture, trust or other enterprise in any actions of proceeding and in addition, had no responsible cause to believe that his/her conduct was unlawful.
The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of noncontendere, or its equivalent, shall not in itself create a presumption that any such employee did not act in good faith, for a purpose, which he/she reasonably believed to be in the best interest of the Corporation or that he/she had reasonable cause to believe that his/her conduct was unlawful.
The Corporation shall purchase directors' and officers' liability insurance in such amounts and with such coverage as the Board of Directors may from time to time deem appropriate, to indemnify the Corporation for any obligation incurred as a result of the indemnification of Directors and Officers, and to indemnify Directors and Officers in instances in which they may not be indemnified by the Corporation.
XV. Dissolution
In the event of dissolution, all of the remaining assets and property of the Corporation shall, after the payment of all debts, obligations, and expenses related to the dissolution be distributed to organizations that qualify under Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Laws or to the Federal government or to the state or local government for a public purpose. No Director of the Board, officer, member, or employee of the Corporation will be entitled to share in the distribution of any of the assets of the Corporation.
XVI. Amendments
These by-laws may be amended, repealed or altered in whole or in part by the majority vote of the members of the Corporation present or voting by proxy at any regular or special meeting, provided the proposed changes are submitted by mail to the last recorded address of each member of the Corporation entitled to vote thereon at least ten (10) days prior to the time of the meeting which is to consider the change.
ATTACHMENT A – Conflict-of-Interest Statement
1 Consumer control, as defined in the Federal Register (1 AUG 1995), is achieved when more than 50% of the Center's governing board are individuals with disabilities, and more than 50% of the employees in decision-making and Staff positions are individuals with disabilities.
ATTACHMENT A
Regional Center for Independent Living, Inc.
Conflict -of -Interest Policy
Preamble
Members of the Board of Directors, Officers, the Executive Director (for the purposes of this policy, collectively referred to as the “Management Persons”) of the Regional Center for Independent Living, Inc. (RCIL) must not act in their personal interests, or in the interests of others, with respect to organization affairs but must act exclusively in the interest of the Organization. Management Persons must have undivided loyalty to the Organization and may not use their positions as Management Persons, or use the Organization’s property, in a manner that allows them to obtain a financial benefit for themselves or others to the detriment of the Organization.
Duties of Management Persons
Duty of Care: The duty of care requires that Management Persons be familiar with the Organization’s finances and operations, and it requires that Management Persons participate regularly in the Organization’s governance. In carrying out these duties, Management Persons must act in good faith using the degree of diligence, care and skill which prudent people would use in similar positions and under similar circumstances.
Duty of Loyalty: Management Persons are charged with the duty to keep the interests of the Organization paramount to all other interests in decision making with respect to the Organization. No Management Person shall engage in any transaction or arrangement involving the Organization that confers secret profits or unfair gains to Management Persons or others. This duty of loyalty requires, among other things, that any conflict of interest be disclosed fully and completely.
Duty of Obedience: Management Persons should ensure that the Organization remains compliant regarding its exempt, or central, purpose as typically defined in its articles or certificate of incorporation.
Conflict of Interest
A conflict of interest may occur when a Management Person is influenced in his or her decision making by personal, business, financial or other factors not solely related to the Organization’s best interests. Business transactions of the Organization in which a Management Person has a financial interest (as defined) must be closely scrutinized. Prior to entering into business transactions with a Management Person, the proposed transactions must be carefully reviewed to determine that such transactions are in the best interests of the Organization.
Duty to Disclose: Prior to the commencement of any negotiations with respect to a proposed transaction involving a Management Person with a financial interest in the proposed transaction (the “Interested Party”), the Interested Party must make full disclosure, to the best of his or her knowledge, of any dual interest in the proposed transaction by submitting a report to the Board of Directors (the “Board”), or any committee designated by the Board to handle such matters (the “Governance Committee”), disclosing why the proposed transaction or arrangement may or may not be in the best interest of the Organization.
Determination of Conflict: After disclosure of the financial interest and all material facts to the Board or Governance Committee, the Interested Party shall depart the Board or Governance Committee meeting while the determination of a conflict of interest is discussed and voted upon. The Board or Governance Committee, excluding any Interested Party, shall decide if a conflict of interest exists.
The Board or Governance Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising its due diligence, the Board or Governance Committee shall determine whether the Organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not involving a conflict, the Board or Governance Committee shall determine by a majority vote of its disinterested members whether the proposed transaction or arrangement is in the Organization’s best interest and whether it is fair and reasonable.
Violation: If the Board or Governance Committee has reasonable cause to believe that a Management Person has failed to comply with this conflict -of -interest policy, the Board or Governance Committee may inform the Management Person of the basis for such belief and afford her or him an opportunity to explain the alleged failure to comply. After hearing the response and making such further investigation as may be warranted in the circumstances, if the Board or Governance Committee determines that such Management Person has in fact failed to comply with this conflict -of -interest policy, it may take action including, among other things, removal or termination of such Management Person.
A Management Person who receives compensation, directly or indirectly, from the Organization is precluded from voting on matters related to such compensation. Compensation paid by the Organization must be reasonable and necessary.
Gifts
Management persons are prohibited from receiving or giving any gift that is not permitted by generally accepted business ethical standards. If there is a dispute with respect to such ethical standards, the Governance Committee shall determine if a gift is prohibited. Management persons may not accept a gift, other than a gift of nominal value, without the approval of the Governance Committee.
Records
The minutes of the Board or Governance Committee meeting, during which a potential or actual conflict of interest was discussed, shall contain:
* The name of the Management Person who disclosed an actual or potential conflict of interest or otherwise was found to have a conflict of interest and the nature of the conflict of interest and
* Any action taken to determine whether a conflict of interest was present and the decision of the Board or Governance Committee as to whether a conflict of interest existed; and a decision as to whether the transaction was approved notwithstanding the conflict; and
* The names of the persons who were present for discussions and votes relating to the transaction or arrangement.
Definitions
Financial Interest- a person has a financial interest if the person has, directly or indirectly, through business, investment, or family (as defined below):
1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement;
2. A compensation arrangement with any entity or individual with which the Organization has a transaction or arrangement; and/or
3. An ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
A financial interest is not necessarily a conflict of interest. Under the Determination of Conflict provisions of this conflict -of -interest policy, the Board or Governance Committee decides if a conflict of interest exists.
Family-for purposes of this conflict -of -interest policy, “family” means spouse, parents, brothers, sisters, children, grandchildren, the spouses of children and grandchildren, aunts, uncles or cousins, along with any other blood relative who resides in the same household as the Management Person.
Management Person Affirmation Statement and Disclosure Statement
Each Management Person shall annually sign a Management Person Disclosure Statement which affirms that such person:
* Has received a copy of the conflict-of-interest policy
* Has read and understands the policy
* Has agreed to comply with the policy
Each Management Person has a duty to place interests of the Organization foremost in any dealings involving the Organization and has a continuing responsibility to comply with the requirements of this conflict of interest policy. In connection therewith, if there is any question in the Management Person’s mind about whether or not to disclose his or her interest in a transaction or arrangement, the Management Person should disclose the interest.
This policy is intended to supplement but not replace any applicable state and federal laws governing private inurnment or conflict of interest issues with respect to tax-exempt organizations.
Regional Center for Independent Living, Inc.
Management Person Disclosure Statement
PRINT Name: ________________________________
PRINT Title: __________________________________
1. Please list all organizations 1) in which you have a financial interest (as defined in the Organization’s attached conflict-of-interest policy) or 2) in which you hold a position as an officer, director, general manager or other position, if such organizations engage in business with the Organization or if you anticipate that such organizations will do business with the Organization in the coming fiscal year.
Please respond N/A if you have no organizations to disclose.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Please describe the nature of each business transaction:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
2. Please provide a description of all business transactions involving the Organization in the past fiscal year 1) in which you had, or have, a financial interest (as defined) or 2) that involved an entity or organization in which you hold a position as an officer, director, general manager or other position. Provide a brief description of each transaction and a description of your interest in the transaction. Please respond N/A if you have no transactions to disclose.
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
The answers to the foregoing questions are stated to the best of my knowledge and belief. I also acknowledge receipt of the Organization’s conflict-of-interest policy which I understand and will comply.
Date______________________________ Signature _____________________________
